IBM LotusXSL Distribution LICENSE AGREEMENT

PLEASE READ THIS IBM LotusXSL DISTRIBUTION LICENSE AGREEMENT (called the "Agreement") CAREFULLY. Your use of the software or any related documentation (called the "Software") indicates your acceptance of the following terms and conditions. If you do not agree to these terms and conditions, you may not install or use the Software or exercise any of the rights granted hereunder.

NOTICE: The Software that is made available through the alphaWorks project is not generally available software. It has not undergone testing and may contain errors. It may not function properly. No support or maintenance is provided with this Software. Do not install or distribute the Software if you are not accustomed to using or distributing experimental software.

1. Ownership and License.

The Software is provided by International Business Machines Corporation or one of its subsidiaries ("IBM") and is copyrighted and licensed, not sold.

Subject to the terms of this Agreement, IBM grants you a world-wide, non-exclusive, non-transferable, royalty-free license, under IBM copyrights in the Software, to: 1) download, reproduce and prepare derivative works from the object code and source code versions of the Software; and 2) distribute the Software and derivative works thereof ("Software Modifications"), in object code only, and only when you package substantial "value-add" with the Software or Software Modifications. Examples of value-add would be other software products or hardware products. No patent licenses, express, implied, by estoppel or otherwise are granted by IBM hererunder.

You understand and agree that although IBM grants the licenses to the Software as set forth above, no assurances are provided by IBM that the Software does not infringe the intellectual property rights of any person or other legal entity. IBM expressly disclaims any liability to You for claims brought by any individual or other legal entity based upon infringement of intellectual property rights or otherwise. As a condition precedent to exercising the rights and licenses granted hereunder, You hereby assume sole responsibility to secure any other intellectual property rights needed, if any, in order to exercise the rights granted in this Agreement. For example, if third party intellectual property rights are required in order for you to copy or distribute a Software Modification, You are responsible to acquire these rights before copying or distributing the Software Modification.

2. Disclaimers and Limitation of Liability

IBM licenses the Software to you on an "AS IS" basis, without warranty of any kind. IBM HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. You are solely responsible for determining the appropriateness of using and distributing this Software and any Software Modifications and assume all risks associated with the use and distribution of this Software and any Software Modifications, including but not limited to the risks of program errors, damage to or loss of data, programs or equipment, unavailability or interruption of operations and third party claims. Some jurisdictions do not allow for the exclusion or limitation of implied warranties, so the above limitations or exclusions may not apply to you.

You agree to defend, indemnify and hold IBM, its Subsidiaries, employees and agents harmless from all claims or demands made against them (and any related losses, damages, expenses and costs) arising out of: 1) the distribution of any Software Modifications by You; and 2) any failure by You to obtain any third party intellectual property rights that are required for the use or distribution of the Software or Software Modifications by You, provided that IBM: a) notifies You in writing of such claim, and b) allows You to control and cooperates with You in the defense and any related settlement negotiations. IBM shall have the right to participate in such claim at its own expense. IBM WILL NOT BE LIABLE FOR ANY DIRECT DAMAGES OR FOR ANY SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES OR FOR ANY ECONOMIC CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR SAVINGS), EVEN IF IBM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IBM will not be liable for the loss of, or damage to, your records or data, the records or data of any third party, or any damages claimed by you based on a third party claim. Some jurisdictions do not allow for the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

You agree to distribute the Software and any Software Modifications under a license agreement that: 1) is sufficient to notify all licensees of the Software and Software Modifications that IBM assumes no liability for any claim that may arise regarding the Software or any Software Modifications; and 2) disclaims all warranties, both express and implied, from IBM regarding the Software and any Software Modifications.

You agree that whenever you distribute the Software or Software Modifications, the product packaging and marketing collateral for the value-added product package that includes the Software or Software Modification will contain a conspicuous statement that the IBM LotusXSL Edition is incorporated therein, provided that You do not make or imply any representations or warranties on behalf of IBM.

3. Rights in Data

We encourage your feedback and suggestions and want to use your feedback to improve the Software and the alphaWorks program. IBM wishes to continually improve upon the Software. You agree to promptly provide to IBM a copy of Software Modifications that You develop by sending a copy of all such Software Modifications, in source code form, to: xml4j@us.ibm.com.

You hereby grant to IBM a royalty-free, irrevocable license under all intellectual property rights (including copyright) to use, copy, distribute, sublicense, display, perform and prepare derivative works based upon any feedback, including Software Modifications, materials, fixes, error corrections, enhancements, suggestions and the like that you provide to IBM. You represent and warrant that you possess the necessary rights in the Software Modifications and other feedback you provide to IBM to provide the foregoing license to IBM.

4. General

This Agreement is governed by the laws of the State of New York. You agree to comply with all applicable laws, rules and regulations, including without limitation all export and import laws, rules and regulations.

This Agreement does not grant you or your licensees the right to use any IBM trademark or name, except as explicitly defined in Section 3 above for the sole purpose of providing the required attribution and license disclaimers.

This Agreement is the only understanding and agreement we have regarding your use of the Software. It supersedes all other communications, understandings or agreements we may have had prior to this Agreement.